Proxy Advisory Scrutiny & SEC Vote Impact Simulator

Analyze how the SEC lawsuit against Institutional Shareholder Services (ISS) and Trump administration regulatory levers dismantle proxy advisory lock-in, rebalance fiduciary voting discretion, and shift contested corporate outcomes.

Ballot Presets:

Regulatory Scrutiny Levers

SEC Rulemaking

Regulatory Regime High Litigation

Models active SEC court injunctions & mandatory conflict disclosure mandates under Trump SEC policy.

Issuer Rebuttal Window (Days) 5 days

Pre-vote statutory period for issuers to review ISS drafts and circulate formal shareholder counter-statements.

Advisory Adherence Rate 68%

Baseline institutional adherence to ISS negative recommendation before regulatory scrutiny friction is applied.

Pass-Through Fiduciary Voting 22%

Proportion of passive index assets where voting power is passed directly to underlying retail beneficiaries.

ISS Recommendation

Formal benchmark recommendation issued in the proxy analysis report.

Large Cap ($45B) • Item 2

Say-on-Pay Contested Resolution

● Approved

Baseline Support Unscrutinized ISS

44.2%

Failed to clear 50% majority threshold

Scrutiny-Adjusted Support +8.4%

52.6%

Approved by majority vote of shares present

SEC Friction Score Section 14(a)

High (Active SEC Litigation)

Advisory lock-in curtailed by mandatory rebuttal

50% Approval Threshold

For: 52.6% Against: 47.4%

Outcome Shift: Flips from Rejected to Approved (+8.4% support shift due to issuer rebuttal engagement and reduced advisory lock-in)

Institutional Shareholder Cohort Voting Matrix

74% Institutional / 8% Insider / 18% Retail

Shareholder Cohort	Share Weight	Baseline Vote (ISS 'Against')	Scrutiny-Adjusted Vote	Net Swing	Behavioral Driver

Exchange Act Section 14(a) & SEC Regulatory Battle Timeline

2019 SEC Guidance

Advisory Reports as "Solicitations"

Commission issued interpretation establishing that proxy voting advice by firms like ISS and Glass Lewis constitutes a solicitation subject to anti-fraud Rule 14a-9.

2020 Clayton Rules

Mandatory Rebuttal Codified

SEC adopted rules conditioning proxy advisers' exemptions on making advice available to issuers at or before dissemination, plus providing clients with issuer responses.

2022 Gensler Rollback

Rescission of Notice & Penalty

The SEC under Gary Gensler reversed the pre-review and link requirements. ISS celebrated court rulings invalidating aspects of the 2020 rules under the APA.

2025/2026 Trump Lawsuit

SEC Sues ISS in Federal Court

Trump administration revitalizes proxy scrutiny: direct federal court litigation targeting automated robo-voting, undisclosed conflicts, and lack of issuer rebuttal rights.

Export Audit & Simulation Package

Ready: Representative Say-on-Pay Model (Deterministic Proof Engine)